Common use of Seller Marks Clause in Contracts

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller and Buyers, Seller shall exclusively own all right, title and interest in and to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. As soon as reasonably practicable after the Closing but in no event later than forty-five (a45) Buyers acknowledge that: days (or fifteen (15) days with respect to electronic uses) after the Closing, Buyer shall, and shall cause the Purchased Companies to, (i) as between Seller cease all use of any trademarks and Buyers, Seller shall exclusively own all right, title and interest in and to all service marks that include the Sellers’ name or the logo associated with the Sellers’ name (the “Seller Marks; and ”), (ii) Buyers remove, destroy or strike over all Seller Marks from any labeling, stationery, forms, supplies, displays, marketing, advertising and promotional materials, manuals, and other materials existing as of Closing that bear any Seller Xxxx, and (iii) remove all Seller Marks from all assets, websites, domain names, social media accounts, email and other online materials and from all signage and other displays. All goodwill associated with the use by Buyer and the Purchased Companies of the Seller Marks shall inure to the sole and exclusive benefit of the Sellers or their respective Affiliates, as applicable. Following the Closing, none of Buyer, its Affiliates, or the Purchased Companies shall contest the validity or ownership of any of the Seller Marks or adopt or employ any Seller Xxxx (or any variation or derivative thereof) or any other xxxx that is confusingly similar thereto. At no time following the Closing shall Buyer or the Purchased Companies hold themselves out as being associated with or affiliated with the Sellers or any of their Affiliates. Notwithstanding the foregoing, the Sellers agree that the Buyer, its Affiliates (including the Transferred Entities from and including, after the Closing, the Purchased Companies) shall have no rightsthe right, and are not acquiring any rightsat all times after the Closing, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (ia) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law, (b) in a neutral, non-trademark manner to describe the history of the business of the Purchased Companies, (c) on internal office supplies (e.g., pens, cups, notepads) and software that are not visible to the public until their replacement in the Ordinary Course of Business, and (d) on historical legal and business agreements and documents.

Seller Marks. (a) Buyers acknowledge that: Except as otherwise provided in the Transition Services Agreement or the Services Plan prepared thereunder (the “Services Plan”), Purchaser hereby covenants and agrees that it shall, as promptly as reasonably practicable following the transfer of the applicable Product Registration for such jurisdiction to Purchaser or any of its Affiliates, and in any event no later than the end of the periods set forth for each jurisdiction in the Transition Services Agreement or the Services Plan or such other period as may be required under applicable Law (such period for a jurisdiction, the “Cut-Over Period”), revise sales and product literature, packaging and labeling to (i) delete all displays of any Seller Identified Marks and (ii) delete all references to customer service address or phone number of Seller or any of its Affiliates, in each case, except as between Purchaser reasonably determines would be prohibited under applicable Laws; provided, however, that, unless otherwise specifically set forth in the Transitional Services Agreement or the Services Plan or as may otherwise required under applicable Law, for a period of one hundred twenty (120) days from the end of the relevant Cut-Over Period (the “Transitional Period”), Purchaser may continue to distribute sales and product literature, and market, distribute, import, export and sell any Product Inventory and any Product manufactured by or on behalf of Purchaser or any of its Affiliates within the relevant Cut-Over Period after the Closing Date consistent with the past practices of Seller or its Affiliates during the one hundred twenty (120) day period preceding the Closing Date. Subject to Purchaser’s compliance with the terms and conditions set forth in this Section 5.12, and to the extent Seller or its Affiliates has the right to grant such right and license, effective upon the Closing Date, Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser a limited, non-exclusive, non-transferable, non-sublicensable (except Purchaser may grant sublicenses to any wholly owned subsidiary of Purchaser and, in a manner substantially consistent with such practices as of or prior to the Closing Date, to third-party contractors, provided, that Purchaser notifies Seller in advance and in writing and Purchaser remains primarily liable and responsible for all acts and omissions of such sublicensee, including any that would constitute a breach of this Section 5.12 with respect to the Seller Identified Marks), royalty-free, paid up right and license, during the Transitional Period, solely to use the Seller Identified Marks owned by Seller or any of its Affiliates that are used by Seller or any of its Affiliates as of the Closing Date in connection with the conduct of the Business, including to distribute such sales and product literature, and to market, distribute, import, export and sell such Product Inventory and any Product manufactured by Purchaser in accordance with this Section 5.12 in the ordinary course of business and consistent with past practice of Seller and Buyersits Affiliates prior to the Closing Date. In no event shall Purchaser use any Seller Marks, customer service addresses or phone numbers after the Closing Date in any manner or for any purpose that deviates in any material respect from the use of such Seller Marks, customer service addresses or phone numbers by the Business during the one hundred twenty (120) day period preceding the Closing Date. As between the Parties, Seller shall exclusively own or an Affiliate of Seller is the sole and exclusive owner of all right, title and interest in and to the Seller Marks and all rights related thereto and goodwill associated therewith, and all uses of the Seller Marks and the goodwill arising therefrom shall inure solely to the benefit of Seller or such Affiliate of Seller. Any use by Purchaser or any of Purchaser’s wholly-owned Subsidiary sublicensees of any of the Seller Marks during the time periods referred to in this Section 5.12 shall be consistent with the form and manner, and standards of quality, of those in effect by Seller and its Affiliates with respect thereto during the one hundred twenty (120) day period preceding the Closing Date and in accordance with all applicable Laws. Seller and its Affiliates shall have the right, during the Transitional Period, to reasonably request samples of uses of the Seller Marks by or on behalf of Purchaser or its Affiliates to inspect and exercise quality control with respect to Purchaser’s and Purchaser’s sublicensees’ use of the Seller Marks, and Purchaser shall use its commercially reasonable efforts to promptly provide such samples in a reasonable manner; and (ii) Buyers and their respective Affiliates (including provided, however, that such provision does not unreasonably disrupt the Transferred Entities from normal operations of Purchaser or the Business. From and after the Closing) , Purchaser shall have no rightsindemnify, defend and hold harmless Seller and the other Seller Indemnified Parties against, and are not acquiring any rightsreimburse Seller and each other Seller Indemnified Party for, all Losses that Seller and/or such other Seller Indemnified Party(ies) may suffer or incur, or become subject to, without duplication, to the extent such Losses arise as a result of any use by Purchaser or any of its Affiliates of any Seller Marks, the Seller Marks after exercise of the Closing Date, except rights and license grated to Purchaser hereunder or any breaches or violations of this Section 5.12. (b) Except solely as stated set forth in this Section 4.16. Following 5.12, during the ClosingTransitional Period or as set forth in the Transitional Services Agreement or the Services Plan or as may be otherwise required under applicable Law, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their namesPurchaser shall cease, including and shall cause its Affiliates to cease, making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates use (in any form or manner or for any purpose) of incorporation any Seller Marks (including any Marks that contain or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use comprise any Seller Marks) in any jurisdiction, and removeincluding as part of any company name, strike over Internet domain name or social media handle (other than, for the avoidance of doubt, the Transferred IP or any Marks that would be considered confusingly similar to Seller Marks) other than for nominative use, fair use, or otherwise obliterate all Seller Marks from all assets and other materials owned as permitted or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closingrequired under applicable Laws. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer Purchaser shall not, and shall cause its Affiliates not toto not, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any the Seller Xxxx Marks in any manner, or engage in any other act or omission, a manner that is intended to or would reasonably be expected in any respect to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputationreflect negatively on, or that is intended to harm otherwise adversely affect, any such Seller Marks (including the value, reputation goodwill associated therewith) or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than . Without limiting any other remedies that may be available to Seller or any of its Affiliates, is entering into Seller shall have the right to terminate any license granted pursuant to Section 5.12(a) upon written notice to Purchaser, following a forty-five (45) day notice and cure period, if Purchaser or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of its Affiliates materially breaches any of the Seller Marks terms or conditions set forth in this Section 5.12 without curing such breach within forty-five (45) days of receiving Seller’s written notice of such breach. Except as expressly provided in this Section 5.12, from and after the Closing Date, Purchaser shall include a statement that each Buyernot, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause each of its Affiliates to cooperate not, hold itself out as having any affiliation with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. Except as expressly set forth herein, the Purchaser and its Affiliates shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, and shall not register or own or seek to register or own, in connection with any products or services anywhere in the world in any medium, any trademarks, service marks, domain names, trade names, trade dress, trade styles or other indicia of origin (acollectively, “Marks”) Buyers acknowledge that: that include, are identical to or are confusingly similar to any Marks that constitute Excluded Intellectual Property (iincluding any corporate symbols or logos to the extent incorporating the Marks set forth on Section 5.13 of the Disclosure Schedules) as between Seller and Buyers(collectively, Seller shall exclusively own all right, title and interest in and to all the “Seller Marks; ”), nor shall any of them challenge or oppose or assist any third party in challenging or opposing the rights of any member of the Seller Group anywhere in the world in any of the Seller Marks. Subject to the restrictions set forth herein, the Seller hereby extends, on behalf of itself and the other members of the Seller Group, to the Purchaser and the Transferred Entities effective as of the Principal Closing Date, a personal, nonexclusive, royalty-free transition license to continue to use the Seller Marks: for one hundred and eighty (ii180) Buyers days after the Principal Closing Date on existing signage, products and other materials in any media, in each case included in the Transferred Assets or owned by the Transferred Entities as of the Principal Closing Date. Except as permitted under this Section 5.13, no use of the Seller Marks shall be made by the Purchaser or its Affiliates and the Purchaser shall in any event transition away from all use of the Seller Marks as soon as is reasonably practicable after the Principal Closing Date. For clarity, the Purchaser and the Transferred Entities have no obligation to remove the Seller Marks from items no longer in their possession or control. The Purchaser shall ensure that the quality of all goods and services offered or sold under any of the Seller Marks shall be at least as high as the quality maintained by the members of the Seller Group and their respective Affiliates (including for such goods and services as of the Principal Closing and, at the Seller’s request, shall provide the Seller with samples of its use of the Seller Marks to permit the Seller to confirm the Purchaser’s compliance with the quality control requirements of this sentence. All use of the Seller Marks as permitted hereunder shall inure solely to the benefit of the Seller Group. The Purchaser shall incur all costs associated with re-branding of the Transferred Entities from Assets with signage, symbols and marks not constituting the Seller Marks, which re-branding shall be completed at the expiration of the term of the one hundred and eighty (180)-day transition license granted under this Section 5.13. Notwithstanding the foregoing, the Seller agrees that the Purchaser and its Affiliates have the right, at all times after the Closing) shall have no rights, and are not acquiring any rightsPrincipal Closing Date, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limitedrequired by applicable Law, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by a neutral, non-trademark manner to describe the Transferred Entities in the Business immediately prior to the Closing on the products history of the Business for the life of such mold; and Business, (iii) in connection with the sale of any inventory of the Transferred Entities on internal office supplies (e.g., pens, cups, notepads) and software that exists as of immediately prior are not visible to the Closing and any products made from such molds referred to public until their replacement in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out ordinary course of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks)business, and subject to the same standards (iv) on historical legal and business agreements and documents. For a maximum of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: one (1) use any year after the Principal Closing, at the Purchaser’s request, the Seller Xxxx Group shall display in any mannermutually-agreed locations on their websites and in social media, or engage in any the locations previously addressing the Business, a mutually-agreed statement about the transactions contemplated hereby and a link to websites and other act or omission, that is intended to or would social media venues reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used designated by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided hereinPurchaser. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. (a) Buyers acknowledge that: (i) Except as between Seller expressly provided in this ‎Section 5.06, Buyer and Buyers, Seller the Companies shall exclusively own all have no right, title and or interest in and or to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use the Seller Marks after the Closing DateClosing. Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, except as stated in this Section 4.16. Following of the Closing, Buyers shall: (ithe Companies) cause the Transferred Entities toshall acquire any goodwill, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (rights or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks benefits arising from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following (or their use thereof during the Closing: (iTransition Period) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of and that all such mold; goodwill, rights and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure benefits shall inure solely to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of Promptly after the Seller Marks by Closing Date (and in any event within six (6) months thereafter, the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: “Transition Period”), (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates (including, after the Closing, the Companies and the Business) to, inform cease any and all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks, including by removing the Seller Marks from any and all assets, inventories, advertisements, communications, website content, other internet or electronic communication vehicles and other documents and materials of the Companies and the Business (other than non-public materials that were created prior to the Closing Date and that remain non-public), and (ii) Buyer shall cause the Companies to take all necessary actions to cause their names to be changed to such other names that do not include the Seller Marks (including by making all necessary filings and using commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Companies (as applicable) such that they will not include any Seller Marks). Subject to the foregoing, Seller and its Affiliates hereby grant to Buyer and its Affiliates shall inure (including, after the Closing, the Companies), on an “as-is” basis, a non-exclusive, non-transferable, non-sublicensable (except to its and their respective vendors, distributors and other service providers solely in connection with the operation of the Business and solely to the benefit of Sellerextent sublicensed to such Persons prior to the Closing, and each not for the independent use of such sublicensee, and provided that Buyer shall be fully liable to Seller for any such third party’s use of any Seller Marks as though such use were made by Buyer itself), royalty-free, worldwide right and license to use the Seller Marks, solely during the Transition Period and solely in a manner consistent with past practice and customary “phase out” use. At Buyer’s request, Seller shall (and shall cause its Affiliates to), solely during the Transition Period, maintain a mutually agreeable statement and link, on Seller’s and its Affiliates’ public websites and social media accounts that previously referenced the Business, directing customers to one or more websites or social media accounts designated by Buyer. Notwithstanding the Transition Period outlined in this ‎Section 5.06(b), subject to Buyer using good faith efforts to comply with its obligations under this ‎Section 5.06(b) in a timely manner, upon Xxxxx’s request, the Transition Period will be extended for up to two (2) additional ninety (90) day periods to allow Buyer and its Affiliates shall not acquire any rights in (including, after the Marks other than as provided hereinClosing, the Companies) to complete performance of their obligations hereunder. (c) At From and after the request Closing Date, neither Buyer nor any of Seller, any Buyer shall and shall cause its Affiliates (including, after the Closing, the Companies and the Business) shall challenge or assist any third party to cooperate with Seller to assist Seller with challenge the validity, enforceability or ownership of any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoingMarks. For clarity, nothing in this Section 4.16 shall preclude any restrict Buyer or its Affiliates (including, after the Closing, the Companies) from making using or referencing the Seller Marks at any reference to Seller Marks: time after the Closing Date (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate a non-trademark manner to describe or provide information regarding the historical relationship history of the Business and the Transferred Entities with Seller and its Affiliates; or Business, (ii) in historical legal and business documents and internal materials that are not currently and shall not become visible or available to the public, (iii) in a manner that would constitute “fair use” under Applicable Law or (iv) as and to the extent required by applicable Applicable Law.

Seller Marks. (a) Buyers acknowledge that: Buyer will have no right, title or interest in or to (i) as between Seller the “GAIN Capital” name (and Buyersany trademark related thereto), Seller shall exclusively own all right, title and interest in and to all Seller Marks; and (ii) Buyers any names and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use trademarks listed in Section 6.04 of the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; Disclosure Schedules and (iii) in connection with the sale any variation or derivative of any inventory of the Transferred Entities that exists as of immediately prior to the Closing foregoing and any products made from such molds referred to in the preceding clause (ii)names or trademarks, in each case at case, that are confusingly similar to any time following of the Closingforegoing (collectively, the “Seller Marks”), excluding, for the avoidance of doubt, any trademarks included in the Business Intellectual Property Rights. Seller Buyer hereby disclaims all express acknowledges and implied representations and warranties concerning agrees that neither it nor any of its Affiliates shall acquire any goodwill, rights or benefits arising from the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the such goodwill, rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure benefits shall inure solely to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (ba) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform as soon as reasonably practicable (and in any event within 90 days) after the Closing, cease all other consumer-facing or public-facing use (the “Commercial Use”) of, and thereafter refrain from licensing or otherwise authorizing any Affiliates or third parties to whom such Buyer make Commercial Use of any trademarks, service marks, Internet Domain names, logos, trade names, trade dress, company names and other identifiers of source or goodwill that include any such Affiliate displays or presents Purchased Assets, and any materials bearing Seller Marks that in the context confusingly similar variation of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided hereinforegoing. (cb) At the request of Seller, any Buyer shall and shall cause its Affiliates to, as soon as reasonably practicable (and in any event within 90 days) after the Closing, cease all Commercial Use of the Seller Marks. (c) Buyer and its Affiliates shall, for a period of 120 days after the Closing, be entitled to cooperate use, solely in connection with the operation of the ECN Platform for internal purposes and not for the purposes of Commercial Use, the Seller to assist Seller with Marks, after which period the Buyer and its Affiliates shall cease any reasonable requests to ensure that the conditions of and all use of the Seller Marks set forth Marks, including by deleting or destroying any and all materials under Section 4.16(b) are complied withtheir control that contain any Seller Xxxx. (d) Buyers From and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising fromafter the Closing, or relating to, the use by Buyers or any none of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making shall challenge the ownership, validity or enforceability of any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable LawXxxx.

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller Buyer and Buyers, Seller shall exclusively own all right, title and interest in and to all Seller Marks; and (ii) Buyers and their respective its Affiliates (including the Transferred Entities from and after including, as of the Closing, the Purchased Subsidiaries) shall have no rightsright, and are not acquiring any rights, title or interest in or to use the Seller Marks after except as granted (i) in this Section 6.02 or (ii) under the collaboration agreements (including purchase orders and statements of work) (A) described in Section 5.03(b) (which for the avoidance of doubt, shall remain in full force and effect following the Closing for the duration thereof) or (B) otherwise entered into between Seller or any of its Retained Subsidiaries on the one hand and any of the Purchased Subsidiaries, on the other hand, in accordance with the terms of Section 5.01(t) (such collaboration agreements described in the foregoing clause (ii), the “Continuing Collaboration Agreements”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the Purchased Subsidiaries) shall acquire any goodwill, rights or benefits arising from the Seller Marks and that all such goodwill, rights and benefits shall inure solely to Seller. (b) Effective as of the Closing Date, except Seller (on behalf of itself and its Affiliates (other than the Purchased Subsidiaries)) hereby grants to Buyer and its Affiliates (including, as stated in this Section 4.16. Following of the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any BuyerPurchased Subsidiaries) a limited, non-exclusive, non-transferrabletransferable, non-sublicensable right (except to continue temporarily the extent sublicensed in the conduct of the Business immediately prior to the Closing Date), royalty-free license, for a term of six (6) months following the Closing Date, to use the Seller Marks following the Closing: (i) solely in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or such Seller Marks were used by the Transferred Entities in the Business therein immediately prior to the Closing on Date (it being understood that (i) neither the products of the Business for the life of such mold; and Buyer nor its Affiliates (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii)including, in each case at any time following after the Closing. Seller hereby disclaims all express and implied representations and warranties concerning , the Purchased Subsidiaries) shall apply the Seller Marks and all responsibility to, or liability under this Section 4.16 for claims by third parties after otherwise use the Seller Marks on or in connection with, any goods, products or services that were not in existence, in production, or on order as of the Closing Date arising out of or relating Date, except to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any extent use of the Seller Marks is required or permitted under and for the duration of, the Continuing Collaboration Agreements, and (ii) any use by the Transferred Entities permitted by this Section 4.16 Buyer or its Affiliates (including, after the Closing, the Purchased Subsidiaries) of the Seller Marks during the limited license period as provided herein shall be subject to the following conditions: (i) Use of the Seller Marks shall be compliance in the same form all respects with all style and manner, other usage guidelines provided to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that Buyer in effect for the Seller Marks as immediately prior to the Closing). Notwithstanding the foregoing, in the event that Seller does not identify a Seller Mark to Buyer (including, but not limited to, pursuant to Section 1.01(a)(iv) of the Closing Date; (ii) Each Buyer shall notDisclosure Schedule), and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx be in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions breach of this Section 4.16(b)(ii6.02 for failure to cease use of such Seller Mark during such six (6) if any month period; provided that Buyer or shall (and shall cause its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to (including, after the Closing; , the Purchased Subsidiaries) to) cease use of such Seller Mark as soon as reasonably practicable (2) register or file applications to register and, in any jurisdiction any event, within six (6) months) following Buyer’s receipt of Seller’s notice of such Seller Xxxx Mark or any trademarkuse thereof. Except as otherwise expressly permitted pursuant to this Section 6.02(b), service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or promptly after the Closing Date (3) contest the ownership or validity of any of the Seller Marks, including and in any Litigation; event within ninety (iii90) Each days thereafter), Buyer shall, and shall cause its Affiliates to(including, inform after the Closing, the Purchased Subsidiaries) to cease any and all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any use of the Seller Marks, including by removing the Seller Marks shall include a statement that each Buyerfrom any and all assets, stationery, forms, supplies, displays, advertisements and other promotional materials, communications, website content, other internet or electronic communication vehicles and other documents and materials within the possession or control of Buyer or its Affiliates, as applicable, and Seller Affiliates (and its Affiliatesincluding the Purchased Subsidiaries), are not Affiliates or otherwise related remove, destroy or strike over all Seller Marks from the foregoing, except to each other; and the extent (vx) Any use of the Seller Marks by any Buyer is required or permitted under and its Affiliates shall inure to for the benefit duration of Sellerthe Continuing Collaboration Agreements, and each Buyer and its Affiliates shall not acquire any rights or (y) such materials are used solely for internal business purposes (in the Marks other than as provided herein. (c) At the request of Seller, any which case Buyer shall and shall cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to cooperate with phase out and dispose of such materials in the ordinary course of business). (c) Prior to the Closing Date, Seller shall cause all Purchased Subsidiaries whose names include any Seller Mark to assist Seller with cause their names to be changed to such other names that do not include any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied withand make all necessary filings and use commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including to corporate names, seals and certificates, of such Purchased Subsidiaries such that they will not include any Seller Marks. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Notwithstanding the foregoing or anything herein to the contrary, as to any inventory in existence on the Closing Date that bears any Seller Marks, Buyer and its Affiliates for any Losses arising from(including, or relating toafter the Closing, the use by Buyers Purchased Subsidiaries) may sell or otherwise dispose of such inventory in the ordinary course of business. Nothing herein shall prohibit Buyer or any of their respective its Affiliates (including, after the Closing, the Purchased Subsidiaries) from using Seller Marks in a non-trademark manner for purposes of conveying to customers or the general public the historical origins of the Business, or otherwise using the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable a manner that would constitute a “fair use” under Applicable Law.

Seller Marks. (a) Buyers acknowledge that: (i) Except as between Seller and Buyersotherwise agreed in writing, Seller Buyer shall exclusively own all obtain no right, title and interest title, interest, license or any other right whatsoever to use any trademarks, service marks, brand names, trade names or logos of any Seller, which are listed on Section 6.13 of the Seller Schedules under the heading “Excluded Marks,” together with any translations, adaptations, derivations, acronyms, variations, abbreviations, insignias, designations or combinations of the foregoing, in and to all whole or in part (collectively, the “Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after ”). As soon as reasonably practicable following the Closing) shall have , but no rights, and are not acquiring any rights, to use the Seller Marks after later than 12 months following the Closing Date, except Buyer shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging, and take all such other steps as stated in may be required or appropriate to cease use of the Seller Marks; provided, however, that Buyer shall not be deemed to have violated this Section 4.166.13 by reason of (i) its use after the Closing of any inventory existing as of the Closing Date, (ii) the appearance of the Seller Marks in written materials or other assets that are used for internal purposes only in connection with the Business; provided that Seller endeavors to remove such appearances of the Seller Marks in the ordinary course of business or (iii) any permitted use of the Seller Marks pursuant to any written agreements with the owner of such Seller Xxxx in accordance with the terms of such agreement. Following Buyer further agrees that as soon as reasonably practicable following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty thirty (18030) days following the Closing Date, change their names, including making any necessary legal filings Buyer shall make the initial filing required to be made with the appropriate applicable Governmental Authority Entity to effectuate cause each Group Company whose name includes a Seller Xxxx to change its name such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other that its name does not include a Seller Xxxx. The parties hereto agree, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; providedbecause damages could be an inadequate remedy, that Seller hereby grants Buyers Buyer shall be entitled to seek specific performance and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) injunctive relief as remedies for a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions breach of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks 6.13 pursuant to this Section 4.1610.16 hereof, in addition to other remedies available at law or in equity. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller and Buyers, Seller shall exclusively own all right, title and interest in and to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following Within 120 days following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with Purchaser shall file such documents and materials shall take, or cause to be taken, such necessary and reasonable actions, to file with competent Governmental Authorities to change the names of the Purchased Entities as set forth in Section 5.14(a) of the Disclosure Schedule. Except as set forth in the Transaction Agreements, it is expressly understood that Seller may reasonably request the purchase of Purchased Assets, Purchased Interests and Purchased Entities does not entitle Purchaser to evidence such filings; have any rights in and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following nor the Closing Dateability to use, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (iidefined below), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any With respect to any Leased Real Property, Purchaser will either (i) remove all interior and exterior signage with respect to such Leased Real Property or bearing the “PolyOne” or “Avient” name (including Avient Now), tradenames or Trademarks (collectively, the “Seller Marks”) or (ii) cover such signage with temporary signage or other opaque materials not bearing any Seller Mark so that no part of the underlying signage is visible, in either case no later than 120 days after the Closing. (c) After the Closing, Purchaser and its Subsidiaries will have the right, and the Seller Group hereby grants to Purchaser and its Subsidiaries a limited, royalty-free, non-sublicensable, non-exclusive right to use of and display the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use sell or otherwise dispose of the existing inventory, and (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising and promotional materials and any similar materials bearing the Seller Marks shall be in until such inventory and other existing materials have been exhausted following the same form and mannerClosing; provided, to no greater extent that (without an increase in A) neither Purchaser nor any of its Subsidiaries will take any action that would impair the extent or type of uses value of the Seller Marks), and subject to ; (B) when using the same standards of quality, of that items listed in effect for the Seller Marks as of the Closing Date; clause (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that above in the context of entering into or conducting any contractual relationshiprelationships, such Buyer Purchaser will use reasonable efforts to make clear to all other applicable parties that Purchaser or such of its AffiliatesSubsidiaries, rather than Seller or any of its AffiliatesSubsidiaries, is the party entering into or conducting the contractual relationship; ; and (ivC) Any press release personnel of Purchaser or similar public announcement its Subsidiaries using the above items will not, and will have no authority to, hold themselves out as officers, employees or similar public communication that references any agents of the Seller Marks shall include a statement that each Buyer, Group or any of its Affiliates, as applicable, and Seller (. Purchaser and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any Subsidiaries will comply with all applicable Laws in all material respects in any use of packaging or labeling containing the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied withMarks. (d) Buyers With respect to Section 5.14(c), Purchaser will use reasonable best efforts to use or dispose of such inventory and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for materials as soon as reasonably possible, and, in any Losses arising fromevent, or relating to, the use by Buyers or any of their respective Affiliates of will cease using the Seller Marks pursuant to this Section 4.16on fixed assets as soon as practicable after the Closing. (e) Notwithstanding Purchaser may use the foregoingSeller Marks indefinitely for historical factual purposes (e.g., nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to indicate that the Purchased Entities were previously affiliated with the Seller Marks: (iGroup) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Lawwhere such use constitutes “fair use.”

Seller Marks. (a) Buyers acknowledge Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that: (i) as between , other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller and Buyers, Seller Bank shall exclusively own all have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbols, trade names, corporate names or other names (collectively, “Marks”) owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto (collectively, the “Seller Marks”). To the extent that Seller Bank has any such rights, such rights shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), after the Closing, Purchaser Bank shall (1) terminate any and all uses of any of the Seller Marks beginning immediately following the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Marks and an acknowledgment that the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to all the Seller Marks; , to the extent applicable, and (ii3) Buyers execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, after the Closing, use, seek to use, adopt, register or apply for registration of any Seller Xxxx. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use). (b) Effective as of the Closing, Seller Parent, on behalf of itself and its Affiliates, hereby grants Purchaser Parent, Purchaser Bank and their respective Affiliates (including the Transferred Entities from and after the ClosingSeller Bank) shall have no rightsa non-exclusive, and are not acquiring any rightslimited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks after solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i3) in connection with the continued operation business of the Business in a manner substantially consistent with the operation of the Business Seller Bank as of conducted immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express During the TM Transition Period, Purchaser Parent, Purchaser Bank and implied representations and warranties concerning the their respective Affiliates shall not create any new materials bearing Seller Marks and all responsibility shall use their commercially reasonable efforts to expedite its exhaustion, depletion or liability under this Section 4.16 for claims destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by third parties after no later than the Closing Date arising out end of or relating to the use of any Seller Xxxx by any Transferred EntityTM Transition Period. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any All use of the Seller Marks during the TM Transition Period by the Transferred Entities permitted and on behalf of Purchaser Parent, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by this Section 4.16 shall be subject Seller Parent and consistent in all material respects with quality control guidelines applied to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. Purchaser, for itself and its Affiliates (including, after the Closing, the Acquired Group Companies), acknowledges and agrees that Purchaser is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to the Seller Marks and that Seller and the other Seller Persons are the exclusive owners of Seller Marks, and (a) Buyers acknowledge that: neither Purchaser nor any of its Affiliates (including, after the Closing, the Acquired Group Companies) shall have any rights in or to the Seller Marks, (b) within ninety (90) days of the Closing Date (the “Transition Period”), Purchaser shall cause the Acquired Group Companies to cease any and all use of the Seller Marks (including in the respective corporate or other legal names of the Acquired Group Companies), and (c) neither Purchaser nor any of its Affiliates (including, after the Closing, the Acquired Group Companies) shall (i) use, register or seek to use or register in any jurisdiction any of the Seller Marks or any other Marks confusingly similar thereto or (ii) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks. After the Closing Date, Purchaser shall not (and shall cause its Affiliates, including, after the Closing, the Acquired Group Companies, not to) represent that it has authority to bind any Seller Person. As soon as reasonably practicable following the Closing Date, but in any event by the expiration of the Transition Period, Purchaser shall, and shall cause its Affiliates to, (x) cease and discontinue all uses of the Seller Marks and (y) eliminate the Seller Marks from any signage or other public-facing materials owned or controlled by Purchaser or any of its Affiliates after the Closing Date. Purchaser, on behalf of itself and its Affiliates, agrees that any use of the Seller Marks within the Transition Period shall be substantially similar to how such Seller Marks were used by Seller prior to the Closing Date and in accordance with all applicable Laws. As between Seller and Buyersthe parties hereto, Seller shall exclusively own or its Affiliates are the sole and exclusive owners of all right, title and interest in and to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after rights related thereto and goodwill associated therewith, and all uses of the Closing Date Seller Marks and the goodwill arising out of or relating therefrom shall inure solely to the use benefit of any Seller Xxxx by any Transferred Entityor such Affiliates. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or and its Affiliates fail shall have the right to comply inspect and exercise quality control with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to SellerPurchaser’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer . Purchaser shall not, and shall cause its Affiliates not toto not, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any the Seller Xxxx Marks in any manner, or engage in any other act or omission, a manner that is intended to or would could reasonably be expected in any respect to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputationreflect negatively on, or that is intended to harm otherwise adversely affect, any such Seller Marks (including the value, reputation goodwill associated therewith) or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than . Without limiting any other remedies that may be available to Seller or any of its Affiliates, is entering into Seller shall have the right to terminate the foregoing license upon written notice to Purchaser, following a thirty (30) day notice and cure period, if Purchaser or conducting any of its Affiliates materially breaches any of the contractual relationship; (iv) Any press release terms or similar public announcement conditions set forth in this Section 5.15 or similar public communication that references otherwise fails to comply with any reasonable direction of Seller with respect to the use of any of the Seller Marks shall include a statement that each Buyer, by Purchaser or its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller Buyer and Buyers, Seller its Affiliates shall exclusively own all obtain no right, title title, interest, license or any other right whatsoever to use the words “Talbots,” the “Talbots” logo or similar names or any service marks, trademarks, trade names, identifying symbols, logos, emblems or signs containing or comprising the foregoing and interest in and to all any derivatives or formatives thereof, including any name, xxxx or logo confusingly similar thereto or dilutive thereof (collectively, the “Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from ”). From and after the Closing, Buyer (i) shall have no rightsnot, and are shall cause its Affiliates not acquiring any rightsto, to use the Seller Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (e.g., signage, e-mail addresses, and as a referral or pointer to the acquired website), and to cease such limited usage of Seller Marks as promptly as reasonably practicable after the Closing Dateand, except as stated in this Section 4.16. Following the Closingany event, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than within one hundred eighty (180) days following the Closing Date, change their names(ii) shall remove, including making any necessary legal filings with strike over or otherwise obliterate all Seller Marks from all Acquired Assets; provided, however, that in the appropriate Governmental Authority to effectuate such change, and cause their certificates case of incorporation each of clauses (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; i) and (ii), Buyer and its Affiliates shall have the right to exhaust all inventories of finished products owned or ordered as of the Closing Date that contain as a part of the physical products themselves (excluding any packaging materials) any of the Seller Marks; provided, further, that, in the case of each of clauses (i) and (ii), Buyer shall, and shall cause the Transferred Entities its Affiliates to, no later than use all commercially reasonable efforts to dispose of such products promptly after the Closing Date and, in any event, within one hundred eighty (180) days following the Closing Date, cease (iii) shall use commercially reasonable efforts to use or instruct cause any third party parties using or licensing Seller Marks (“Third Party Users”) with respect to use any Seller Marksthe Acquired Assets, and remove, strike over or otherwise obliterate all Seller Marks from all assets materials owned, possessed or used by such Third Party Users as promptly as reasonably practicable after the Closing and, in any event, within one hundred eighty (180) days following the Closing Date and other materials owned or possessed by (iv) shall immediately terminate the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate right of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily all Third Party Users to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior respect to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing Acquired Assets on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties materials produced after the Closing Date arising out Date. The Parties agree, because damages would be an inadequate remedy, that the Sellers shall be entitled to seek specific performance and injunctive relief as remedies without the necessity of posting a bond for any breach thereof in addition to other remedies available at law or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failureequity. (b) Any The Sellers hereby agree that, upon the Closing, Buyer shall have the sole right to the use of the Seller Marks by name “J. Xxxx,” the Transferred Entities permitted by this Section 4.16 shall be subject to “J. Xxxx” logo, or similar names or any service marks, trademarks, trade names, identifying symbols, logos, emblems or signs containing or comprising the following conditions: foregoing and any derivatives or formatives thereof, including any name, xxxx or logo confusingly similar thereto or dilutive thereof (i) Use of collectively, the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks“J. Xxxx Xxxxx”), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer Sellers shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of permit any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its their Affiliates to, inform all other parties to whom such Buyer use any J. Xxxx Xxxxx or any variation or simulation thereof; provided, that Buyer acknowledges and agrees that the Sellers and their Affiliates may, and Buyer hereby grants the Sellers and their Affiliates a nonexclusive, royalty-free, irrevocable, worldwide, non-sublicensable, non-transferable (other than to a third-party engaged solely to assist Parent in conducting going-out-of-business sales or liquidating the Retained Business) right to use, only in connection with the Retained Business, for a period of up to six (6) months immediately after the Closing Date, the J. Xxxx Xxxxx including (i) to the extent any such Affiliate displays J. Xxxx Xxxxx appear on existing materials in either print or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationshipelectronic form, such Buyer or such of its Affiliatesproducts, rather than Seller stationery, supplies signage, postings or any of its Affiliates, is entering into other existing collateral used or conducting already ordered in connection with advertising and marketing for the contractual relationship; Retained Business until such materials are exhausted and (ivii) Any press release or similar public announcement or similar public communication in new materials to the extent that references any such new materials use the J. Xxxx Xxxxx as part of the Seller Marks shall include a statement that each Buyerliquidation and closing of the Retained Business, its Affiliates, as applicable, including the closing of the stores set forth in Section 1.1(g) of the Parent Disclosure Schedule in either case of the foregoing clause (i) and Seller (and its Affiliatesii), are not Affiliates or otherwise related subject to each otherthe six (6) month time limit described in this sentence; and (v) Any use provided, however, that none of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers Sellers or any of their respective Affiliates or any third-party liquidator shall in any new materials created after the date of this Agreement represent or hold itself out as representing Buyer or any of Buyer’s Affiliates; provided further, that any going-out-of-business sale or liquidation or closure of the Seller Marks pursuant to this Retained Business (or any portion thereof) shall be conducted only in accordance with the provisions set forth in Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship 5.1A of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable LawParent Disclosure Schedule.

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller Buyer and Buyers, Seller the Companies shall exclusively own all have no right, title and or interest in or to the “Masco” names and trademarks, any trademarks or other indicia of origin listed in Section 5.06(a) of the Seller Disclosure Schedule, any stylized variations, logos and designs used in connection with the foregoing, any variation or derivative of any of the foregoing, or any names, trademarks, logos or designs confusingly similar to all any of the foregoing (collectively, the “Seller Marks; ”). Buyer hereby acknowledges and (ii) Buyers and their respective agrees that neither it nor any of its Affiliates (including the Transferred Entities from and after including, as of the Closing, the Companies) shall have no rightsacquire any goodwill, and are not acquiring any rights, to use rights or benefits arising from the Seller Marks after and that all such goodwill, rights and benefits shall inure solely to Seller. (a) Without limiting the Closing Dategenerality of the foregoing, except as stated in this Section 4.16. Following Seller grants a limited, non-exclusive right to Buyer and the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than Companies for a period of one hundred eighty (180) days following the Closing to use the Seller Marks, but solely to the extent necessary to allow Buyer and the Companies to market, distribute and sell the products manufactured by the Companies prior to the Closing Date (it being understood that (i) Buyer and the Companies shall only utilize labels and packaging, advertising, marketing, sales and promotional materials to the extent they existed immediately prior to the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause notwithstanding the Transferred Entities toforegoing, no later than one hundred eighty Buyer and the Companies shall neither (180A) days following use any Seller Marks in any manner or for any purpose which in any way differs from the use of such Seller Marks by Seller or the Companies immediately prior to the Closing Date, cease to use nor (B) manufacture or instruct produce, or cause or permit any third party to manufacture or produce, any new labels or packaging, advertising, marketing, sales or promotional materials incorporating any Seller Marks in any manner). (b) Promptly upon the expiration of the period set forth in Section 5.06(b), the Companies shall (and Buyer shall cause the Companies to) (i) cease all use of the Seller Marks (ii) destroy and dispose of all labels and advertising, marketing, sales and promotional materials, in each case, in its possession or subject to its control, bearing any Seller Marks, (iii) cause their names to be changed to such other names that do not include the Seller Marks and make all necessary filings and use commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Companies such that they will not include any Seller Marks, and remove, strike over or otherwise obliterate (iv) transfer any and all rights in all registrations for domain names incorporating any Seller Marks from all assets to Seller. From and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following after the Closing: (i) in connection with , none of Buyer, Buyer’s Affiliates or any Company shall challenge the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned ownership, validity or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties after the Closing Date arising out of or relating to the use enforceability of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At Except with respect to the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks Company Intellectual Property Rights or as expressly set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude 5.06, the parties acknowledge and agree that neither party nor any Buyer of its Affiliates grants any license or other right, title or interest in or to any of its or its Affiliates from making any reference Affiliates’ Intellectual Property Rights to Seller Marks: (i) in internal taxthe other party under this Agreement, legalwhether by implication, employment estoppel, exhaustion or similar records otherwise, and as reasonably necessary each party retains and appropriate reserves all rights with respect to describe the historical relationship of the Business and the Transferred Entities with Seller its and its Affiliates; ’ Intellectual Property Rights not expressly granted under this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that this Agreement does not, and shall not, convey, transfer or (ii) as required by applicable Lawassign any right, title or interest in or to any Intellectual Property Rights of any third party.

Seller Marks. (a) Buyers acknowledge that: (i) as between Seller and BuyersExcept to the extent set forth in this Section 5.10, Seller Buyer shall exclusively own all obtain no right, title and interest title, interest, license or any other right whatsoever to use the words “Rangeland”, “Rangeland Terminals”, or “Rangeland Pipeline” or any trademarks or logos containing or comprising the foregoing, or any trademark or logo confusingly similar thereto or dilutive thereof, or any trademark or logo used in and to all connection therewith (collectively, the “Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from ”). From and after the Closing, Buyer agrees that it shall (a) shall have no rights, and are not acquiring any rights, cause the Rangeland Entities to use cease using the Seller Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (e.g., signage and other matters addressed in Section 5.10(b)), and to cease such limited usage of the Seller Marks as promptly as reasonably possible after the Closing Date, except as stated and in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no any event later than one hundred eighty (180) within 90 days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (iib) cause the Transferred Entities to, no later than one hundred eighty (180i) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or signs at the field offices owned, possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Rangeland Entities in the Business immediately prior to the Closing on the products and (ii) replace all of the Business for the life of such mold; and Rangeland Entities’ emergency signage (iiiincluding emergency contact telephone numbers) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii)Buyer signage, in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility or liability under this Section 4.16 for claims by third parties within 30 days after the Closing Date arising out Date. Notwithstanding the foregoing, it shall not be a breach of this Section 5.10 for the Environmental Permits or relating other permits to continue to reflect the use name of any of the Rangeland Entities (or use the Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Marks) so long as Buyer or its Affiliates fail has since Closing taken (and continues to take) all commercially reasonable actions necessary to comply with the terms and conditions of this its obligations under Section 4.16 in 5.12 as promptly as reasonably practicable. During any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of period that in effect for Buyer is using the Seller Marks as of the Closing Date; (ii) Each provided in this Section 5.10, Buyer shall notuse good faith efforts to inform customers, suppliers and shall cause its Affiliates contractors that it is not to, and each Buyer and its Affiliates shall not attempt to or request any other Person to: (1) use any part of Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that and is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of using the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related with permission solely to each other; and (v) Any use facilitate the transition of the Seller Marks by any Buyer Business. The Parties agree, because damages would be an inadequate remedy, that a Party seeking to enforce this Section 5.10 shall be entitled to seek specific performance and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than injunctive relief as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates remedies for any Losses arising from, breach thereof in addition to other remedies available at law or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant in equity. This covenant shall survive indefinitely without limitation as to this Section 4.16time. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.

Seller Marks. Buyers acknowledge and agree that (a) Buyers acknowledge that: (i) as between Seller and Buyers, Seller shall exclusively its Affiliates own all right, title and interest in and to all the Seller Marks; , and (iib) following the Closing, none of Buyers and their respective Affiliates (including will have any right, title, or interest in the Transferred Entities from and after Seller Marks. Promptly following the Closing) shall have no rights, and are not acquiring in any rights, to use the Seller Marks after case no later than three (3) Business Days following the Closing Date, except Buyers shall cause the Business to cease to hold itself out as stated in this Section 4.16having any affiliation with Seller or any of its Affiliates. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty sixty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent Organizational Documents), as applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (18060) days following the Closing Date, cease to use or instruct any third party to use using any Seller Marks. In furtherance thereof, and as soon as practicable but in no event later than sixty (60) days following the Closing Date, Buyers shall remove, strike over over, or otherwise obliterate all Seller Marks from the Purchased Assets and all other assets and other materials owned or possessed used by the Transferred EntitiesBuyers, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software computer software, and other materials and systems; provided. Notwithstanding the foregoing, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate shall not be in breach of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closingthis Section 7.15 by reason of: (i) the appearance of the Seller Marks in or on written materials or other assets that are solely used for internal purposes in connection with the continued operation Purchased Assets; provided that Buyers endeavor to remove such appearances of the Business Seller Marks in a manner substantially consistent with the operation ordinary course of the Business as of immediately prior to the Closingbusiness; or (ii) in each mold owned or used the use by the Transferred Entities in the Business immediately prior to the Closing on the products Buyers of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express and implied representations and warranties concerning the Seller Marks and all responsibility in a non-trademark manner for purposes of conveying to customers or liability under this Section 4.16 for claims by third parties after the Closing Date arising out general public the historical origins of the Business, or relating to the use of any Seller Xxxx by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any other use of the Seller Marks by the Transferred Entities permitted by this Section 4.16 shall be subject to the following conditions: (i) Use that constitutes a “fair use” of the Seller Marks shall be in the same form and manner, to no greater extent (without an increase in the extent or type under applicable Law. Any use by Buyers of uses any of the Seller Marks), and Marks as permitted in this Section 7.15 is subject to Buyers’ compliance with the same standards of quality, of that quality control requirements and guidelines provided in writing by Seller to Buyers in effect for the Seller Marks as of the Closing Date; Date (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates as may be amended in writing by Seller from time to time following the Closing). Buyers shall not attempt to use the Seller Marks in a manner that may reflect negatively on such Seller Marks or request any other Person to: (1) use any on Seller Xxxx in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller Xxxx or Seller’s or its Affiliates’ business or reputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller Xxxx, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer or its Affiliates use any Seller Xxxx in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller Xxxx or any trademark, service xxxx, trade dress, trade name, domain name, social media user name or other identifier of source or origin that is likely to cause confusion with any Seller Xxxx; or (3) contest the ownership or validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or any such Affiliate displays or presents any materials bearing Seller Marks that in the context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates, is entering into or conducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; and (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 4.16. (e) Notwithstanding the foregoing, nothing in this Section 4.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller and its Affiliates; or (ii) as required by applicable Law.